UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 8, 2019

DESTINATION XL GROUP, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware	01-34219	04-2623104
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
555 Turnpike Street, Canton, Massachusetts		02021
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (781) 828-9300

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act.

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	DXLG	NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 5.02- DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On August 8, 2019, Destination XL Group, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) at which the Company’s stockholders approved amendments to the Company’s 2016 Incentive Compensation Plan (the “2016 Plan”) to increase the total number of shares of common stock authorized for issuance under the 2016 Plan by 2,800,000 shares.  

For a description of the material features of the 2016 Plan see “Proposal 3 –Amendments to the Company’s 2016 Incentive Compensation Plan to Increase the Total Number of Shares of Common Stock Authorized for Issuance Under the Plan by 2,800,000 Shares –Summary of the 2016 Incentive Compensation Plan” on pages 40 through 47 of the Company’s Definitive Proxy Statement on Schedule 14A filed on July 2, 2019 in connection with the Annual Meeting. Such description is qualified in its entirety by reference to the 2016 Plan, as approved and amended by the Company’s Board of Directors and stockholders, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

ITEM 5.07-Submission of Matters to a Vote of Security Holders.

On August 8, 2019, the Company held its Annual Meeting. Set forth below are the matters submitted at the Annual Meeting by the Board of Directors of the Company to a vote of stockholders and the final results of the voting for each proposal.  

Proposal 1: Election of Directors.

The Company’s stockholders elected nine directors to hold office until the 2020 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified.  The results of the voting were as follows:

	FOR		AGAINST		ABSTAIN		Broker Non-Votes
John E. Kyees		36,354,414		1,298,787		110		9,433,257
Harvey S. Kanter		36,846,655		806,546		110		9,433,257
Jack Boyle		29,833,932		7,771,870		47,509		9,433,257
Lionel F. Conacher		35,955,734		1,516,271		181,306		9,433,257
Seymour Holtzman		31,640,638		6,012,273		400		9,433,257
Willem Mesdag		35,802,870		1,850,281		160		9,433,257
Ward K. Mooney		31,830,312		5,822,599		400		9,433,257
Mitchell S. Presser		29,557,352		8,095,549		410		9,433,257
Ivy Ross		36,053,858		1,599,343		110		9,433,257

Proposal 2: Advisory Vote on Compensation of Named Executive Officers.

The compensation of the Company's named executive officers was approved by a non-binding advisory vote based upon the following votes:

FOR		AGAINST		ABSTAIN		Broker Non-Votes
	30,502,707		2,760,748		4,389,856		9,433,257

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Proposal 3: Approval of Amendments to the Company’s 2016 Incentive Compensation Plan to increase the total number of shares of common stock authorized for issuance under the plan by 2,800,000 shares.

The Amendments to the Company’s 2016 Incentive Compensation Plan were approved by a majority of the votes properly cast based upon the following votes:

FOR		AGAINST		ABSTAIN		Broker Non-Votes
	29,556,261		3,753,660		4,343,390		9,433,257

Proposal 4: Ratification of Appointment of Independent Registered Public Accountants.

The appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year ending February 1, 2020 was ratified based upon the following votes:

FOR		AGAINST		ABSTAIN
	46,808,948		277,405		215

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

Exhibit No.	Description
10.1	Destination XL Group, Inc.’s 2016 Incentive Compensation Plan, as amended.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			DESTINATION XL GROUP, INC.
Date:	August 9, 2019	By:	/s/ Robert S. Molloy
			Robert S. Molloy
			Senior Vice President, Chief Administrative Officer, General Counsel and Secretary

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